oklo-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40583

Oklo Inc.

(Exact name of registrant as specified in its charter)


Delaware	86-2292473
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3190 Coronado Dr. Santa Clara, CA	(650) 550-0127	95054
(Address of principal executive offices)		(Zip Code)

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	OKLO	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x	Smaller reporting company	x

		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had 122,096,270 shares of Class A common stock outstanding as of November 14, 2024.

TABLE OF CONTENTS


		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Loss	6
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to the Cond ensed Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3 .	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4 .	Controls and Procedures	41
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
SIGNATURES		45

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Oklo Inc. (“Oklo,” the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Other statements contained in this Quarterly Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continue,” “might,” “possible,” “potential,” “predict,” “project,” “would” and other stylistic variants denoting forward-looking statements.

We caution investors that any forward-looking statements presented in this Quarterly Report, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends.

The forward-looking statements contained in this Quarterly Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: risks related to the deployment of Oklo’s powerhouses; the risk that Oklo is pursuing an emerging market, with no commercial project operating, regulatory uncertainties; the potential need for financing to construct plants, market, financial, political and legal conditions; the effects of competition; the risk that an agreement with Atomic Alchemy Inc. (“Atomic Alchemy”) and the proposed acquisition thereof do not materialize or fail to produce the expected benefits; changes in applicable laws or regulations; and the outcome of any government and regulatory proceedings and investigations and inquiries; and those factors in the other documents filed by Oklo from time to time with the U.S. Securities and Exchange Commission (“SEC”). The discussion in this Quarterly Report should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

This Quarterly Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, except as may be required by law.

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PART I – FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

Oklo Inc.

Condensed Consolidated Balance Sheets


	As of
	September 30, 2024 (Unaudited)		December 31, 2023 (1)
Assets
Current assets:
Cash and cash equivalents	$	91,799,754	$	9,867,588
Marketable securities	139,590,389		—
Prepaid and other current assets	3,436,207		4,330,465
Total current assets	234,826,350		14,198,053
Marketable securities	57,080,461		—
Property and equipment, net	679,870		577,671
Operating lease right-of-use assets	1,092,152		82,677
Other assets	115,000		25,361
Total assets	$	293,793,833	$	14,883,762
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	361,240	$	2,273,823
Accrued expenses and other	4,019,173		835,541
Operating lease liabilities	466,624		93,935
Total current liabilities	4,847,037		3,203,299
Operating lease liabilities, net of current portion	670,195		—
Simple agreements for future equity	—		46,042,000
Right of first refusal liability	25,000,000		—
Total liabilities	30,517,232		49,245,299
Commitments and contingencies (Note 14)
Stockholders' equity (deficit):
Class A common stock, $0.0001 par value – 500,000,000 shares authorized; 122,096,270 and 69,242,940 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	12,210		6,924
Additional paid-in capital	385,363,981		27,124,983
Accumulated deficit	(124,820,677)		(61,493,444)
Accumulated other comprehensive income	2,721,087		—
Total stockholders’ equity (deficit)	263,276,601		(34,361,537)
Total liabilities and stockholders’ equity	$	293,793,833	$	14,883,762

(1) Derived from audited financial statements.

See accompanying notes to condensed consolidated financial statements.

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Oklo Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating expenses
Research and development	$	5,049,070	$	1,707,457	$	19,428,854	$	5,457,176
General and administrative	7,232,018		2,956,338		17,993,599		5,895,883
Total operating expenses	12,281,088		4,663,795		37,422,453		11,353,059
Loss from operations	(12,281,088)		(4,663,795)		(37,422,453)		(11,353,059)
Other income (loss)
Change in fair value of simple agreements for future equity	—		(4,083,000)		(29,919,959)		(6,578,000)
Interest and dividend income	2,546,886		78,839		4,403,763		79,301
Total other income (loss)	2,546,886		(4,004,161)		(25,516,196)		(6,498,699)
Loss before income taxes	(9,734,202)		(8,667,956)		(62,938,649)		(17,851,758)
Income taxes	(224,963)		—		(388,584)		—
Net loss	(9,959,165)		(8,667,956)		(63,327,233)		(17,851,758)
Deemed dividend - earnout and founder shares	—		—		(487,934,600)		—
Net loss attributable to common stockholders	$	(9,959,165)	$	(8,667,956)	$	(551,261,833)	$	(17,851,758)
Net loss per share:
Basic and diluted - Class A common stock	$	(0.08)	$	(0.13)	$	(0.65)	$	(0.32)
Net loss per share attributable to common stockholders:
Basic and diluted - Class A common stock	$	(0.08)	$	(0.13)	$	(5.65)	$	(0.32)
Weighted-average common shares outstanding - basic and diluted - Class A common stock	122,134,375		68,450,929		97,581,987		55,502,066

See accompanying notes to condensed consolidated financial statements.

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Oklo Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss	$	(9,959,165)	$	(8,667,956)	$	(63,327,233)	$	(17,851,758)
Other comprehensive income:
Change in unrealized gains on marketable debt securities	2,303,068		—		2,721,087		—
Total comprehensive loss	$	(7,656,097)	$	(8,667,956)	$	(60,606,146)	$	(17,851,758)

See accompanying notes to condensed consolidated financial statements.

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Oklo Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

Three and Nine Months Ended September 30, 2024


	Redeemable Convertible Preferred Stock			Common Stock				Class A Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares (1)		Par Value (1)		Shares	Par Value
Balance as of January 1, 2024, as recast	—	$	—	—		$	—	69,242,940	$	6,924	$	27,124,983	$	(61,493,444)	$	—	$	(34,361,537)
Exercise of stock options	—	—		—		—		1,345,625	135		439,787		—		—		439,922



Issuance of Class A common stock in connection with the Business Combination, net of transaction costs (Note 3)	—	—		—		—		43,099,811	4,310		260,855,313		—		—		260,859,623
Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination (Note 3)	—	—		—		—		8,407,894	841		86,193,118		—		—		86,193,959
Other comprehensive income	—	—		—		—		—	—		—		—		418,019		418,019
Stock-based compensation	—	—		—		—		—	—		9,124,416		—		—		9,124,416
Net loss	—	—		—		—		—	—		—		(53,368,068)		—		(53,368,068)
Balance as of June 30, 2024	—	—		—		—		122,096,270	12,210		383,737,617		(114,861,512)		418,019		269,306,334
Other comprehensive income	—	—		—		—		—	—		—		—		2,303,068		2,303,068
Stock-based compensation	—	—		—		—		—	—		1,626,364		—		—		1,626,364
Net loss	—	—		—		—		—	—		—		(9,959,165)		—		(9,959,165)
Balance as of September 30, 2024	—	$	—	$	—	$	—	122,096,270	$	12,210	$	385,363,981	$	(124,820,677)	$	2,721,087	$	263,276,601

(1) The shares of the Company’s common stock prior to the Business Combination (as defined below) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.

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Three and Nine Months Ended September 30, 2023


	Redeemable Convertible Preferred Stock			Common Stock			Class A Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares (1)	Par Value (1)		Shares	Par Value
Balance as of January 1, 2023, as previously reported	6,585,881	$	25,030,520	4,771,025	$	477	—	$	—	$	1,209,244	$	(29,320,787)	$	—	$	(28,111,066)
Retroactive application of reverse recapitalization (Note 3)	(6,585,881)	(25,030,520)		(4,771,025)	(477)		68,845,564	6,885		25,024,112		—		—		25,030,520
Balance as of January 1, 2023, after effect of reverse recapitalization	—	—		—	—		68,845,564	6,885		26,233,356		(29,320,787)		—		(3,080,546)



Stock-based compensation	—	—		—	—		—	—		96,793		—		—		96,793
Net loss	—	—		—	—		—	—		—		(9,183,802)		—		(9,183,802)
Balance as of June 30, 2023	—	—		—	—		68,845,564	6,885		26,330,149		(38,504,589)		—		(12,167,555)
Exercise of stock options	—	—		—	—		133,970	13		38,662		—		—		38,675
Stock-based compensation	—	—		—	—		—	—		47,403		—		—		47,403
Net loss	—	—		—	—		—	—		—		(8,667,956)		—		(8,667,956)
Balance as of September 30, 2023	—	$	—	—	$	—	68,979,534	$	6,898	$	26,416,214	$	(47,172,545)	$	—	$	(20,749,433)

(1) The shares of the Company’s common stock prior to the Business Combination have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.

See accompanying notes to condensed consolidated financial statements.

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Oklo Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities
Net loss	$	(63,327,233)	$	(17,851,758)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	180,420		36,514
Change in fair value of simple agreements for future equity	29,919,959		6,578,000
Accretion of discount on marketable debt securities	(261,145)		—
Stock-based compensation	10,750,780		144,196
Change in operating assets and liabilities:
Prepaid and other current assets	(833,202)		81,974
Other assets	(89,639)		25,909
Accounts payable	(1,924,326)		203,972
Accrued expenses and other	630,339		423,118
Operating lease liabilities	33,409		(15,562)
Net cash used in operating activities	(24,920,638)		(10,373,637)
Cash flows from investing activities
Purchases of property and equipment	(282,619)		(60,087)
Purchases of marketable debt securities	(261,081,678)		—
Proceeds from redemptions of marketable debt securities	67,393,060		—
Net cash used in investing activities	(193,971,237)		(60,087)
Cash flows from financing activities
Proceeds from recapitalization	276,209,768		—
Proceeds from exercise of stock options	439,922		38,675
Proceeds from right of first refusal liability	25,000,000		—

SEC Form 10-Q filed by Oklo Inc.